Attached files
| file | filename |
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| 8-K - 8-K - Cartesian, Inc. | form8-k2q2017earningsrelea.htm |
Exhibit 99.1
Cartesian Reports Second Quarter 2017 Financial Results
Overland Park, KS – August 14, 2017 – Cartesian, Inc. (NASDAQ: CRTN), a specialist provider of consulting services and managed solutions to the global communications, technology and digital media industries, reported financial results for the second quarter ended July 1, 2017.
Q2 2017 Financial Highlights (results compared to the same year-ago quarter)
• | GAAP revenues were $13.0 million compared to $18.9 million |
• | Non-GAAP revenues (on a constant currency basis) were $14.2 million (see reconciliations to GAAP, below) |
• | Selling, general and administrative expenses were $5.4 million compared to $8.2 million |
Management Commentary
Cartesian CEO Peter Woodward commented: “Due to the continued uncertainty and project delays surrounding recent M&A activity in the media and telecom industries, Q2 was another challenging quarter for us. While our revenues were impacted by these temporary headwinds, we ended the quarter with a strong pipeline of business. We also made notable progress in restructuring the company to leverage our key strengths so that we are aligned with and building expertise and specialization in the areas of significant investment of our customers. This process has required not only proactive tactical measures, such as our ongoing cost-cutting initiatives, but also longer-term strategic changes that can position us to drive greater value for both customers and shareholders alike.
“With our lower cost structure, refined offerings, more targeted and selective sales efforts, and overall streamlined operations, we believe we are in a good position to excel in this new era of digital transformation and ultimately, to build on our top-line and achieve sustainable profitability.”
Q2 2017 Financial Results
Revenues in the second quarter of 2017 decreased by 31% to $13.0 million from $18.9 million in the same year–ago period. The decrease was primarily due to lower volumes of projects in both North America and EMEA compared to the prior year quarter. The decrease was also partially due to the impact of a $1.2 million unfavorable change in foreign currency exchange rates.
On a non-GAAP constant currency basis, revenues in the second quarter of 2017 were $14.2 million, a decrease of 25% from $18.9 million in the same year-ago period (see reconciliation to GAAP, below).
Gross margin was 30% in the second quarter of 2017 compared to 33% in the second quarter of 2016 primarily due to project mix. Gross profit decreased 37% to $4.0 million in the second quarter of 2017 compared to $6.3 million in the second quarter of 2016. The decrease in gross profit was primarily due to unfavorable project mix in North America.
Selling, general and administrative expenses in the second quarter of 2017 were $5.4 million (41% of revenues), a 35% decrease, compared to $8.2 million (44% of revenues) in the second quarter of 2016. The decrease in selling, general and administrative expenses was primarily due to lower compensation (largely driven by lower head-count) and other related expenses. The decrease was also partially affected by the impact of the change in foreign currency exchange rates.
Exhibit 99.1
GAAP loss from operations in the second quarter of 2017 totaled $1.4 million, compared to GAAP loss from operations of $12.8 million in the second quarter of 2016. The GAAP loss from operations for the second quarter of 2016 included a non-cash goodwill impairment charge of $10.8 million. Excluding this non-cash goodwill impairment charge, the loss from operations would have been $1.9 million for the second quarter of 2016.
Non-GAAP adjusted loss from operations in the second quarter of 2017 totaled $1.1 million, as compared to non-GAAP adjusted loss from operations of $0.5 million in the second quarter of 2016 (see reconciliation to GAAP, below).
GAAP net loss for the second quarter of 2017 was $1.4 million, or $0.16 per diluted share, compared to a GAAP net loss of $12.9 million, or $1.49 per diluted share in the second quarter of 2016. Excluding the non-cash goodwill impairment charge, the net loss would have been $2.1 million for the second quarter of 2016.
Non-GAAP adjusted net loss for the second quarter of 2017 totaled $1.1 million or $0.13 per diluted share, compared to a non-GAAP adjusted net loss of $0.5 million, or $0.06 per diluted share in the same year-ago period (see reconciliation to GAAP, below).
At quarter-end, cash and cash equivalents totaled $3.0 million, as compared to $3.2 million at the end of the prior quarter. Management believes that, if the Elutions note is not called for redemption, the Company's current cash position, cash generated from operations, and working capital funding available from its accounts receivable arrangements, will be sufficient to meet the Company's cash requirements over the next 12 months.
Conference Call
Cartesian management will hold a conference call today (August 14, 2017) at 4:30 p.m. Eastern time (1:30 p.m. Pacific time) to discuss these results. The call may also include discussion of company developments, forward-looking information and other material information about Cartesian’s business and financial matters.
Cartesian CEO Peter Woodward and CFO John Ferrara will host the presentation, followed by a question and answer period.
Date: Monday, August 14, 2017
Time: 4:30 p.m. Eastern time (1:30 p.m. Pacific time)
U.S. dial-in: 1-877-425-9470
International dial-in: 1-201-389-0878
Please call the conference telephone number 10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Liolios Group at 949-574-3860.
The conference call will be broadcasted live and available for replay via the investor section of the company's website.
A replay of the call will be available after 7:30 p.m. Eastern time on the same day through September 14, 2017.
U.S. replay dial-in: 1-844-512-2921
International replay dial-in: 1-412-317-6671
Replay ID: 13668560
Exhibit 99.1
About Cartesian, Inc.
Cartesian, Inc. (NASDAQ: CRTN) is a specialist provider of consulting services and managed solutions to leaders in the global communications, technology and digital media industries. Cartesian provides strategic advice, management consulting, and managed solutions to clients worldwide. The company has offices in Boston, Kansas City, London, New York, and Philadelphia. For more information, visit www.cartesian.com.
Investor Contact:
Matt Glover or Najim Mostamand
Liolios Group, Inc.
949-574-3860
CRTN@liolios.com
Exhibit 99.1
Non-GAAP Adjustments
In addition to reporting results of operations on a GAAP basis, this press release contains certain non-GAAP adjustments which are described in the schedules accompanying this press release entitled "Reconciliation of GAAP Loss from Operations to Non-GAAP Adjusted Loss from Operations and GAAP Net Loss to Non-GAAP Adjusted Net Loss" and “Reconciliation of Non-GAAP Constant Currency Revenues to GAAP Revenues”. In making these non-GAAP adjustments, the Company took into account certain non-cash expenses, including non-cash goodwill impairment, certain non-cash benefits and the impact of certain items that are generally not expected to be on-going in nature or that are unrelated to the Company’s core operations, including in each case tax effects as applicable. In calculating revenues for the second quarter and year-to-date period of fiscal 2017 on a constant currency basis, the Company applied average foreign exchange rates from the comparable period of the prior fiscal year to the Company's foreign-denominated revenues in the second quarter and year-to-date period of the current fiscal year. Management believes non-GAAP financial information provides a useful basis for evaluating underlying business performance, but should not be considered in isolation, is not in accordance with GAAP and is not a substitute for GAAP financial information. The Company believes that providing such adjusted results allows investors and other users of the Company’s financial statements to better understand Cartesian’s comparative operating performance for the periods presented.
Cartesian’s management uses the non-GAAP financial measures in its own evaluation of the Company’s performance, particularly when comparing performance to the prior year. Cartesian’s non-GAAP measures may differ from similar measures used by other companies, even if similar terms are used to identify such measures. Although Cartesian’s management believes the non-GAAP financial measures are useful in evaluating the performance of its business, Cartesian acknowledges that items excluded from such measures have a material impact on the Company’s loss from operations, net loss, net loss per diluted share and revenues calculated in accordance with GAAP. Therefore, management uses non-GAAP measures in conjunction with GAAP results. Investors and other users of our financial information should also consider the above factors when evaluating Cartesian’s results.
Cautionary Statement Regarding Forward Looking Information
This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In particular, any statements that do not relate to historical or current facts constitute forward-looking statements, including any statements contained herein regarding expectations with respect to the Company’s future business, financial condition and results of operations. Forward-looking statements are subject to known and unknown risks, uncertainties, and contingencies, many of which are beyond the Company’s control, which may cause actual results, performance, or achievements to differ materially from those projected or implied in such forward-looking statements. Factors that might affect actual results, performance, or achievements include, among other things, our ability to generate sufficient cash flow from operations and obtain sufficient financing to pay our promissory note issued to Elutions if called for redemption by Elutions, our ability to successfully implement our strategic relationship with Elutions, conditions in the industry sectors that the Company serves, overall economic and business conditions, the demand for the Company’s services (including the slowing of client decisions on proposals and project opportunities along with scope reduction of existing projects), the level of cash and non-cash expenditures incurred by the Company, our ability to retain the limited number of large clients that constitute a major portion of our revenues, our ability to protect client or Cartesian data or information systems from security breaches and cyber-attacks, technological advances and competitive factors in the markets in which the Company competes, foreign currency exchange rate fluctuations, and the factors described in this press release and in Cartesian’s filings with the Securities and Exchange Commission, including the risks described in its periodic reports filed with the SEC, including, but not limited to, “Cautionary Statement Regarding Forward Looking Information” under Part I and "Risk Factors" in Item 1A of its Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and subsequent periodic reports containing updated disclosures of such risks. These filings are available at the SEC’s web site at www.sec.gov. Any forward-looking statements made in this release speak only as of the date of this release. Cartesian does not intend to update these forward-looking statements and undertakes no duty to any person to provide any such update under any circumstances, except as may be required by law.
Exhibit 99.1
CARTESIAN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(unaudited)
Thirteen Weeks Ended | Twenty-Six Weeks Ended | |||||||||||||||
July 1, 2017 | July 2, 2016 | July 1, 2017 | July 2, 2016 | |||||||||||||
Revenues | $ | 12,998 | $ | 18,899 | $ | 27,264 | $ | 39,216 | ||||||||
Cost of services | 9,045 | 12,609 | 18,846 | 25,904 | ||||||||||||
Gross Profit | 3,953 | 6,290 | 8,418 | 13,312 | ||||||||||||
Selling, general and administrative expenses (includes non-cash share-based compensation (benefit) expense of $(128) and $56 for the thirteen weeks ended July 1, 2017 and July 2, 2016, respectively, and $(9) and $189 for the twenty-six weeks ended July 1, 2017 and July 2, 2016, respectively) | 5,372 | 8,235 | 11,363 | 16,001 | ||||||||||||
Goodwill impairment | — | 10,830 | — | 10,830 | ||||||||||||
Loss from operations | (1,419 | ) | (12,775 | ) | (2,945 | ) | (13,519 | ) | ||||||||
Other income (expense): | ||||||||||||||||
Interest expense, net | (73 | ) | (62 | ) | (142 | ) | (122 | ) | ||||||||
Change in fair value of warrants and derivative liabilities | 69 | (122 | ) | 142 | (49 | ) | ||||||||||
Incentive warrants expense | (35 | ) | (27 | ) | (41 | ) | (34 | ) | ||||||||
Other expense (income) | (9 | ) | 68 | — | 68 | |||||||||||
Total other income (expense) | (48 | ) | (143 | ) | (41 | ) | (137 | ) | ||||||||
Loss before income taxes | (1,467 | ) | (12,918 | ) | (2,986 | ) | (13,656 | ) | ||||||||
Income tax benefit (provision) | 43 | 10 | 72 | (132 | ) | |||||||||||
Net loss | $ | (1,424 | ) | $ | (12,908 | ) | $ | (2,914 | ) | $ | (13,788 | ) | ||||
Net loss per common share: | ||||||||||||||||
Basic and diluted | $ | (0.16 | ) | $ | (1.49 | ) | $ | (0.33 | ) | $ | (1.60 | ) | ||||
Weighted average shares used in calculation of net loss per common share: | ||||||||||||||||
Basic and diluted | 8,774 | 8,636 | 8,708 | 8,640 | ||||||||||||
Exhibit 99.1
CARTESIAN, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(unaudited)
July 1, 2017 | December 31, 2016 | |||||||
ASSETS | ||||||||
CURRENT ASSETS: | ||||||||
Cash and cash equivalents | $ | 3,020 | $ | 4,131 | ||||
Accounts receivable, net | 12,820 | 13,680 | ||||||
Inventory, net | 271 | 362 | ||||||
Prepaid and other current assets | 1,520 | 1,591 | ||||||
Total current assets | 17,631 | 19,764 | ||||||
NONCURRENT ASSETS: | ||||||||
Property and equipment, net | 2,099 | 2,056 | ||||||
Intangible assets, net | 448 | 557 | ||||||
Deferred income tax assets | — | — | ||||||
Other noncurrent assets | 616 | 324 | ||||||
Total Assets | $ | 20,794 | $ | 22,701 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
CURRENT LIABILITIES: | ||||||||
Trade accounts payable | $ | 2,450 | $ | 1,704 | ||||
Current borrowings | 3,269 | 3,269 | ||||||
Liability for derivatives | 828 | 970 | ||||||
Accrued payroll, bonuses and related expenses | 2,455 | 3,752 | ||||||
Contingent consideration liability | 2,268 | 1,903 | ||||||
Deferred revenue | 889 | 1,327 | ||||||
Secured borrowing | 2,790 | 768 | ||||||
Other accrued liabilities | 1,208 | 2,117 | ||||||
Total current liabilities | 16,157 | 15,810 | ||||||
NONCURRENT LIABILITIES: | ||||||||
Deferred revenue | 920 | 471 | ||||||
Other noncurrent liabilities | 627 | 588 | ||||||
Total noncurrent liabilities | 1,547 | 1,059 | ||||||
TOTAL STOCKHOLDERS' EQUITY | 3,090 | 5,832 | ||||||
Total Liabilities and Stockholders’ Equity | $ | 20,794 | $ | 22,701 | ||||
Exhibit 99.1
CARTESIAN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
For the Twenty-Six Weeks Ended | ||||||||
July 1, 2017 | July 2, 2016 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net loss | $ | (2,914 | ) | $ | (13,788 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation and amortization of intangible assets | 730 | 673 | ||||||
Other, net | 319 | 10,963 | ||||||
Changes in operating assets and liabilities, net | (301 | ) | 723 | |||||
Net cash used in operating activities | (2,166 | ) | (1,429 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Business acquisition, net of cash acquired | — | (270 | ) | |||||
Acquisition of property and equipment | (815 | ) | (580 | ) | ||||
Net cash used in investing activities | (815 | ) | (850 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Secured borrowing | 2,022 | 525 | ||||||
Repurchase of common stock | — | (85 | ) | |||||
Issuance of common stock | 1 | 19 | ||||||
Net cash provided by financing activities | 2,023 | 459 | ||||||
Effect of exchange rate on cash and cash equivalents | (153 | ) | (552 | ) | ||||
Net decrease in cash and cash equivalents | (1,111 | ) | (2,372 | ) | ||||
Cash and cash equivalents, beginning of period | 4,131 | 6,879 | ||||||
Cash and cash equivalents, end of period | $ | 3,020 | $ | 4,507 | ||||
Exhibit 99.1
CARTESIAN, INC.
RECONCILIATION OF GAAP LOSS FROM OPERATIONS TO NON-GAAP ADJUSTED
LOSS FROM OPERATIONS AND GAAP NET LOSS
TO NON-GAAP ADJUSTED NET LOSS
(unaudited)
(in thousands, except per share data)
Thirteen Weeks Ended | Twenty-Six Weeks Ended | |||||||||||||||
July 1, 2017 | July 2, 2016 | July 1, 2017 | July 2, 2016 | |||||||||||||
Reconciliation of GAAP loss from operations to non-GAAP adjusted loss from operations: | ||||||||||||||||
GAAP loss from operations | $ | (1,419 | ) | $ | (12,775 | ) | $ | (2,945 | ) | $ | (13,519 | ) | ||||
Depreciation | 313 | 263 | 596 | 508 | ||||||||||||
Amortization of intangible assets | 68 | 76 | 134 | 165 | ||||||||||||
Non-cash share based compensation expense | (128 | ) | 56 | (9 | ) | 189 | ||||||||||
Goodwill impairment | — | 10,830 | — | 10,830 | ||||||||||||
Fair value adjustment to contingent consideration | 80 | (53 | ) | 365 | (301 | ) | ||||||||||
Inventory adjustment | 91 | 104 | 91 | 104 | ||||||||||||
Accrued executive severance and related costs | 26 | 750 | 54 | 750 | ||||||||||||
Lease expense for discontinuation of office space | — | — | 58 | — | ||||||||||||
Foreign currency exchange (gain) loss on note payable | (116 | ) | 242 | (168 | ) | 333 | ||||||||||
Adjustments to GAAP loss from operations | 334 | 12,268 | 1,121 | 12,578 | ||||||||||||
Non-GAAP adjusted loss from operations | $ | (1,085 | ) | $ | (507 | ) | $ | (1,824 | ) | $ | (941 | ) | ||||
Reconciliation of GAAP net loss to non-GAAP adjusted net loss: | ||||||||||||||||
GAAP net loss | $ | (1,424 | ) | $ | (12,908 | ) | $ | (2,914 | ) | $ | (13,788 | ) | ||||
Depreciation | 313 | 263 | 596 | 508 | ||||||||||||
Amortization of intangible assets | 68 | 76 | 134 | 165 | ||||||||||||
Non-cash share based compensation expense | (128 | ) | 56 | (9 | ) | 189 | ||||||||||
Goodwill impairment | — | 10,830 | — | 10,830 | ||||||||||||
Fair value adjustment to contingent consideration | 80 | (53 | ) | 365 | (301 | ) | ||||||||||
Inventory adjustment | 91 | 104 | 91 | 104 | ||||||||||||
Accrued executive severance and related costs | 26 | 750 | 54 | 750 | ||||||||||||
Lease expense for discontinuation of office space | — | — | 58 | — | ||||||||||||
Change in fair value of derivative liabilities | (69 | ) | 122 | (142 | ) | 49 | ||||||||||
Foreign currency exchange (gain) loss on note payable | (116 | ) | 242 | (168 | ) | 333 | ||||||||||
Incentive warrants expense | 35 | 27 | 41 | 34 | ||||||||||||
Tax effect of applicable non-GAAP adjustments (1) | 4 | (35 | ) | 48 | (38 | ) | ||||||||||
Adjustments to GAAP net loss | 304 | 12,382 | 1,068 | 12,623 | ||||||||||||
Non-GAAP adjusted net loss | $ | (1,120 | ) | $ | (526 | ) | $ | (1,846 | ) | $ | (1,165 | ) | ||||
Exhibit 99.1
Thirteen Weeks Ended | Twenty-Six Weeks Ended | |||||||||||||||
July 1, 2017 | July 2, 2016 | July 1, 2017 | July 2, 2016 | |||||||||||||
Reconciliation of GAAP net loss per diluted common share to non-GAAP adjusted net loss per diluted common share: | ||||||||||||||||
GAAP net loss per diluted common share | $ | (0.16 | ) | $ | (1.49 | ) | $ | (0.33 | ) | $ | (1.60 | ) | ||||
Depreciation | 0.04 | 0.03 | 0.07 | 0.06 | ||||||||||||
Amortization of intangible assets | 0.01 | 0.01 | 0.01 | 0.02 | ||||||||||||
Non-cash share based compensation expense | (0.02 | ) | 0.01 | — | 0.02 | |||||||||||
Goodwill impairment | — | 1.25 | — | 1.25 | ||||||||||||
Fair value adjustment to contingent consideration | 0.01 | (0.01 | ) | 0.04 | (0.03 | ) | ||||||||||
Inventory adjustment | 0.01 | 0.01 | 0.01 | 0.01 | ||||||||||||
Accrued executive severance and related costs | — | 0.09 | 0.01 | 0.09 | ||||||||||||
Lease expense for discontinuation of office space | — | — | 0.01 | — | ||||||||||||
Change in fair value of derivative liabilities | (0.01 | ) | 0.01 | (0.02 | ) | 0.01 | ||||||||||
Foreign currency exchange (gain) loss on note payable | (0.01 | ) | 0.03 | (0.02 | ) | 0.04 | ||||||||||
Incentive warrants expense | — | — | — | — | ||||||||||||
Tax effect of applicable non-GAAP adjustments (1) | — | — | 0.01 | — | ||||||||||||
Adjustments to GAAP net loss per diluted common share | 0.03 | 1.43 | 0.12 | 1.47 | ||||||||||||
Non-GAAP adjusted net loss per diluted common share | $ | (0.13 | ) | $ | (0.06 | ) | $ | (0.21 | ) | $ | (0.13 | ) | ||||
Weighted average shares used in calculation of Non-GAAP adjusted net loss per diluted common share | 8,774 | 8,636 | 8,708 | 8,640 | ||||||||||||
(1) The Company calculated the tax effect of non-GAAP adjustments by applying an applicable estimated jurisdictional tax rate to each specific non-GAAP item after consideration of the Company's valuation allowance.
Exhibit 99.1
CARTESIAN, INC.
RECONCILIATION OF NON-GAAP CONSTANT CURRENCY REVENUES
TO GAAP REVENUES
(unaudited)
(in thousands, except growth rates)
Thirteen Weeks Ended | Twenty-Six Weeks Ended | ||||||||||||||||||||||
July 1, 2017 | July 2, 2016 | Year-Over-Year | July 1, 2017 | July 2, 2016 | Year-Over-Year | ||||||||||||||||||
Non-GAAP Constant Currency Revenues Reconciliation (1) | |||||||||||||||||||||||
GAAP revenues, as reported | $ | 12,998 | $ | 18,899 | (31.2 | )% | $ | 27,264 | $ | 39,216 | (30.5 | )% | |||||||||||
Foreign currency exchange impact on fiscal 2017 revenues using fiscal 2016 average rates | 1,154 | 2,537 | |||||||||||||||||||||
Non-GAAP revenues, at constant currency | $ | 14,152 | $ | 18,899 | (25.1 | )% | $ | 29,801 | $ | 39,216 | (24.0 | )% | |||||||||||
(1) Non-GAAP revenues on a constant currency basis are calculated by applying the average foreign exchange rates for the thirteen and twenty-six weeks ended July 2, 2016 to foreign-denominated revenues in the comparable current year periods. The difference between non-GAAP revenues and revenues calculated in accordance with GAAP is shown as "foreign currency exchange impact" in the table above. The change in Non-GAAP constant currency revenues (expressed as a percentage) is calculated by determining the increase (decrease) in non-GAAP constant currency revenues for the second quarter and year-to-date period of fiscal 2017 compared to GAAP revenues for the comparable prior year periods.